Item 8.01. Other Events.

In connection with the July 30, 2021 takedown, by a Rule 424(b)(5) prospectus of Interactive Brokers Group, Inc. (the "Company"), of 6,079,542 shares of the Company's common stock from its shelf Registration Statement on Form S-3 (Registration Statement No. 333-240121) (the "Registration Statement") filed with the SEC on July 27, 2020, the legal opinion letter of Dechert LLP, counsel to the Company, regarding the validity of the Shares is filed as Exhibit 5.4 to this Current Report on Form 8-K. The legal opinion letter is also hereby incorporated by reference into the Registration Statement , as Exhibit 5.4 thereto.

Item 9.01. Financial Statements and Exhibits



 (d) Exhibits

Exhibit
Number                                   Description

  5.4       Opinion of Dechert LLP (*)
  104     Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within the Inline XBRL Document).


(*) Filed herewith.

                                      ***


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